Part I - Financial Information Item 1. Financial Statements This section provides the unaudited consolidated financial statements and comprehensive notes for Hope Bancorp, Inc. and its subsidiaries, detailing financial position, performance, and related accounting policies and disclosures Consolidated Statements of Financial Condition (Unaudited) This section presents the unaudited consolidated statements of financial condition, detailing assets, liabilities, and stockholders' equity at quarter-end Key Data from Consolidated Statements of Financial Condition (As of March 31, 2024 and December 31, 2023): | Metric | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Assets: | | | | Cash and Cash Equivalents | 1,185,296 | 1,928,967 | | Available-for-Sale Investment Securities (Fair Value) | 2,016,389 | 2,145,059 | | Held-to-Maturity Investment Securities (Amortized Cost) | 261,601 | 263,912 | | Loans Receivable, Net | 13,560,420 | 13,694,925 | | Total Assets | 18,088,214 | 19,131,522 | | Liabilities: | | | | Total Deposits | 14,753,417 | 14,753,753 | | FHLB and FRB Borrowings | 795,634 | 1,795,726 | | Total Liabilities | 15,975,944 | 17,010,279 | | Stockholders' Equity: | | | | Total Stockholders' Equity | 2,112,270 | 2,121,243 | | Total Liabilities and Stockholders' Equity | 18,088,214 | 19,131,522 | Consolidated Statements of Income (Unaudited) This section presents the unaudited consolidated statements of income, detailing revenues, expenses, and net income for the reporting periods Key Data from Consolidated Statements of Income (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Total Interest Income | 259,674 | 236,677 | | Total Interest Expense | 144,627 | 102,799 | | Net Interest Income Before Provision for Credit Losses | 115,047 | 133,878 | | Provision for Credit Losses | 2,600 | 3,320 | | Net Interest Income After Provision for Credit Losses | 112,447 | 130,558 | | Total Noninterest Income | 8,286 | 10,978 | | Total Noninterest Expense | 84,839 | 88,734 | | Income Before Income Tax Provision | 35,894 | 52,802 | | Income Tax Provision | 10,030 | 13,681 | | Net Income | 25,864 | 39,121 | | Basic Earnings Per Share | 0.22 | 0.33 | | Diluted Earnings Per Share | 0.21 | 0.33 | Consolidated Statements of Comprehensive Income (Unaudited) This section presents the unaudited consolidated statements of comprehensive income, detailing net income and other comprehensive income components Key Data from Consolidated Statements of Comprehensive Income (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Net Income | 25,864 | 39,121 | | Other Comprehensive (Loss) Income, Net of Tax | (17,540) | 16,600 | | Total Comprehensive Income | 8,324 | 55,721 | Consolidated Statements of Changes in Stockholders' Equity (Unaudited) This section presents the unaudited consolidated statements of changes in stockholders' equity, detailing equity movements over the reporting periods Key Data from Consolidated Statements of Changes in Stockholders' Equity (As of March 31, 2024 and March 31, 2023): | Metric | March 31, 2024 (Thousands of USD) | March 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Beginning Balance of Stockholders' Equity | 2,121,243 | 2,019,328 | | Net Income | 25,864 | 39,121 | | Other Comprehensive Loss (Income) | (17,540) | 16,600 | | Cash Dividends | (16,818) | (16,730) | | Ending Balance of Stockholders' Equity | 2,112,270 | 2,058,580 | Consolidated Statements of Cash Flows (Unaudited) This section presents the unaudited consolidated statements of cash flows, detailing cash movements from operating, investing, and financing activities Key Data from Consolidated Statements of Cash Flows (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | 29,619 | 76,144 | | Net Cash Provided by Investing Activities | 247,124 | 304,906 | | Net Cash (Used in) Provided by Financing Activities | (1,020,414) | 1,324,811 | | Net Change in Cash and Cash Equivalents | (743,671) | 1,705,861 | | Ending Balance of Cash and Cash Equivalents | 1,185,296 | 2,212,637 | Notes to Consolidated Financial Statements (Unaudited) This section provides detailed notes to the unaudited consolidated financial statements, offering further insights into the company's financial position and performance 1. Hope Bancorp, Inc. Hope Bancorp, Inc. is the holding company for Bank of Hope, headquartered in Los Angeles, with a network of branches and lending offices across several states and a representative office in Seoul, Korea - Hope Bancorp, Inc. is the holding company for Bank of Hope, headquartered in Los Angeles, with 48 branches and 9 loan production offices across multiple states and a representative office in Seoul, Korea as of March 31, 202424 - The company has signed an agreement to sell deposits, other liabilities, and certain physical assets of two Virginia branches, with completion expected in the second half of 202425 2. Basis of Presentation This section outlines the basis of preparation for the unaudited consolidated financial statements, emphasizing adherence to SEC rules and the adoption of new accounting standards - The consolidated financial statements are unaudited and condensed in accordance with SEC rules26 - The company has adopted ASU 2023-07, which expands segment disclosure requirements, and is currently evaluating its impact, with effectiveness for interim periods within fiscal years beginning after December 15, 202432 - The SEC's final rule on climate-related disclosures, adopted on March 6, 2024, has been stayed, and the company is evaluating its impact34 3. Earnings Per Share ("EPS") This section details the calculation of basic and diluted earnings per share, noting the impact of convertible notes on dilution Basic and Diluted Earnings Per Share (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net Income (Thousands of USD) | 25,864 | 39,121 | | Basic Earnings Per Share (USD) | 0.22 | 0.33 | | Diluted Earnings Per Share (USD) | 0.21 | 0.33 | | Basic Weighted-Average Shares Outstanding | 120,187,300 | 119,551,247 | | Diluted Weighted-Average Shares Outstanding | 121,020,292 | 120,242,295 | - Convertible notes were excluded from diluted EPS calculation as their conversion price exceeded the company's stock market price, rendering them antidilutive36 4. Equity Investments This section describes the company's equity investment portfolio, distinguishing between investments with and without readily determinable fair values Equity Investment Composition (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Equity Investments with Readily Determinable Fair Value | 4,300 | 4,400 | | Total Equity Investments without Readily Determinable Fair Value | 39,600 | 39,400 | | - Banker's Bank Stock | 370 | 370 | | - CDFI Investments | 1,000 | 1,000 | | - CRA Investments | 38,200 | 38,000 | - Equity investments without readily determinable fair value experienced no impairment or observable price changes for the three months ended March 31, 2024 and 202343 5. Investment Securities This section details the company's investment securities portfolio, including available-for-sale and held-to-maturity debt securities, and their associated unrealized gains and losses Investment Securities Summary (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Available-for-Sale Debt Securities (AFS): | | | | Amortized Cost | 2,314,872 | 2,429,808 | | Fair Value | 2,016,389 | 2,145,059 | | Gross Unrealized Gains | 4,828 | 6,199 | | Gross Unrealized Losses | (303,311) | (290,948) | | Held-to-Maturity Debt Securities (HTM): | | | | Amortized Cost | 261,601 | 263,912 | | Fair Value | 242,717 | 250,518 | | Gross Unrealized Gains | — | — | | Gross Unrealized Losses | (18,884) | (13,394) | - As of March 31, 2024, 79.4% of the company's investment portfolio consisted of securities issued by U.S. government agencies and government-sponsored enterprises55 - The company recorded no allowance for credit losses on available-for-sale or held-to-maturity investment securities as of March 31, 2024 and December 31, 20235758 6. Loans Receivable and Allowance for Credit Losses This section provides an overview of the loan portfolio, changes in the allowance for credit losses, and trends in nonaccrual and past due loans Loan Portfolio Composition (As of March 31, 2024 and December 31, 2023): | Loan Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Commercial Real Estate (CRE) Loans | 8,707,673 | 8,797,884 | | Commercial and Industrial (C&I) Loans | 4,041,063 | 4,135,044 | | Residential Mortgage Loans | 936,035 | 883,687 | | Consumer and Other Loans | 34,407 | 37,004 | | Total Loans Receivable (Net of Deferred Costs and Fees) | 13,719,178 | 13,853,619 | | Allowance for Credit Losses | (158,758) | (158,694) | | Loans Receivable, Net (Net of Allowance for Credit Losses) | 13,560,420 | 13,694,925 | - Total loans receivable decreased by 1.0% to $13.72 billion as of March 31, 2024, primarily due to decreases in C&I and CRE loans, partially offset by an increase in residential mortgage loans62 Allowance for Credit Losses Activity (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Beginning Balance | 158,694 | 162,359 | | Provision for Loan Credit Losses (Credit) | 3,600 | 1,700 | | Loan Charge-offs | (4,720) | (495) | | Recoveries of Charge-offs | 1,184 | 387 | | Ending Balance | 158,758 | 163,544 | Nonaccrual and Past Due Loans (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Total Nonaccrual Loans | 59,526 | 45,204 | | Loans 90 Days or More Past Due and Still Accruing | 47,290 | 261 | | Total | 106,816 | 45,465 | - The company uses a combination of model-based and non-model-based approaches to estimate expected losses for collectively evaluated loans, incorporating current and future economic conditions and qualitative adjustments based on a credit risk matrix7780 7. Leases This section details the company's operating lease arrangements for bank branches and office spaces, including right-of-use assets and lease liabilities Operating Lease Supplemental Balance Sheet Information (As of March 31, 2024 and December 31, 2023): | Metric | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Operating Lease Right-of-Use Assets | 43,849 | 46,611 | | Current Portion of Long-Term Lease Liabilities | 14,128 | 14,287 | | Long-Term Lease Liabilities | 35,621 | 38,383 | Net Operating Lease Cost (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Operating Lease Cost | 3,606 | 3,841 | | Variable Lease Cost | 808 | 783 | | Sublease Income | (39) | (42) | | Net Lease Cost | 4,375 | 4,582 | - As of March 31, 2024, the company had no unrecognized operating lease commitments for leases not yet commenced and no finance leases9596 8. Deposits This section outlines the composition of the company's deposit base, including noninterest-bearing, interest-bearing, and time deposits, and changes in brokered deposits Deposit Composition (As of March 31, 2024 and December 31, 2023): | Deposit Category | March 31, 2024 (Thousands of USD) | % of Total | December 31, 2023 (Thousands of USD) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Noninterest-Bearing Demand Deposits | 3,652,592 | 25 % | 3,914,967 | 27 % | | Money Market and NOW Accounts | 4,393,971 | 30 % | 4,169,543 | 28 % | | Savings Deposits | 919,093 | 6 % | 702,486 | 5 % | | Time Deposits | 5,787,761 | 39 % | 5,966,757 | 40 % | | Total Deposits | 14,753,417 | 100 % | 14,753,753 | 100 % | - Brokered deposits decreased from $1.54 billion to $1.42 billion as of March 31, 2024, reflecting the company's planned reduction in brokered time deposits100 - Time deposits over $250,000 totaled $2.29 billion, and California State Treasurer deposits were $300 million as of March 31, 202499 9. Borrowings This section details the company's borrowing activities, including FHLB and FRB borrowings, and significant repayments during the period Borrowings Summary (As of March 31, 2024 and December 31, 2023): | Borrowing Category | March 31, 2024 (Thousands of USD) | Weighted-Average Rate (%) | December 31, 2023 (Thousands of USD) | Weighted-Average Rate (%) | | :--- | :--- | :--- | :--- | :--- | | FHLB Borrowings | 100,000 | 5.59 % | 100,000 | 5.73 % | | FRB Bank Term Funding Program (BTFP) | 695,634 | 4.61 % | 1,695,726 | 4.47 % | | Total Borrowings | 795,634 | 4.73 % | 1,795,726 | 4.54 % | - All borrowings had maturities within 12 months as of March 31, 2024102 - The FRB Bank Term Funding Program (BTFP) ceased offering new advances in March 2024104 10. Convertible Notes and Subordinated Debentures This section describes the company's convertible notes and subordinated debentures, including their book values and interest rate characteristics Convertible Notes and Subordinated Debentures (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Convertible Notes, Net | 444 | 444 | | Subordinated Debentures, Net | 108,148 | 107,825 | - On May 15, 2023, the company repaid $197.1 million in principal of convertible notes and repurchased $19.9 million of notes during 2023107 - Subordinated debentures bear a floating interest rate tied to the three-month SOFR, leading to increased costs with rising market rates111212 11. Derivative Financial Instruments This section details the company's use of derivative financial instruments to manage interest rate risk, including those designated as cash flow hedges and those not designated as hedges Fair Value of Derivative Financial Instruments (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Designated as Cash Flow Hedges: | | | | Notional Amount | 2,225,000 | 2,225,000 | | Fair Value of Other Assets | 281 | 10,960 | | Fair Value of Other Liabilities | 11,290 | 1,149 | | Not Designated as Hedges: | | | | Notional Amount | 2,345,395 | 2,336,809 | | Fair Value of Other Assets | 62,486 | 54,370 | | Fair Value of Other Liabilities | 63,929 | 55,869 | - The company expects to reclassify approximately $5.2 million (net of tax) from accumulated other comprehensive income (AOCI) as an increase to net interest income over the next 12 months119 - The company offers loan hedging programs and foreign exchange contracts to customers and participates in risk-sharing agreements, with these non-designated derivatives intended to offset risks or provide credit protection122123124 12. Commitments and Contingencies This section outlines the company's off-balance-sheet commitments, such as credit lines and letters of credit, and discusses potential legal liabilities Commitments Summary (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Commitments to Extend Credit | 2,105,176 | 2,274,239 | | Standby Letters of Credit | 132,811 | 132,132 | | Other Letters of Credit | 30,645 | 51,983 | | Commitments to Invest in Affordable Housing Partnerships | 20,675 | 21,017 | - Total accrued loss contingencies for all legal claims were approximately $450,000 as of March 31, 2024, which management believes will not have a material adverse effect on the company's operating results or financial condition129 13. Goodwill, Intangible Assets, and Servicing Assets This section details the company's goodwill, core deposit intangible assets, and servicing assets, including their book values and impairment assessments - The carrying value of goodwill was $464.5 million as of March 31, 2024, with no impairment recorded during the quarter131 Core Deposit Intangible Assets (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Amortization Expense | 401 | 448 | | Carrying Value | 3,534 | 3,935 | Servicing Assets (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | SBA Servicing Assets | 7,000 | 7,600 | | Mortgage Loan Related Servicing Assets | 1,900 | 2,100 | | Total Servicing Assets | 8,900 | 9,600 | - The company recorded no valuation allowance for servicing assets as of March 31, 2024 and December 31, 2023136 14. Income Taxes This section provides an overview of the company's income tax provision and effective tax rate, highlighting the impact of affordable housing partnership investments Income Tax Data (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Income Before Income Tax Provision | 35,900 | 52,800 | | Income Tax Provision | 10,000 | 13,700 | | Effective Tax Rate | 27.94 % | 25.91 % | - Total unrecognized tax benefits were $807,000 as of March 31, 2024, with a potential reduction of $269,000 within the next 12 months142 - The company invests in affordable housing partnerships to generate CRA credits and tax credits, which reduce the overall effective tax rate, with approximately $2.1 million in tax credits recognized in Q1 2024232 15. Fair Value Measurements This section defines fair value measurement levels and details the valuation methodologies and assumptions used for various assets and liabilities - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)146 Assets and Liabilities Measured at Fair Value by Level (As of March 31, 2024): | Category | Total Fair Value (Thousands of USD) | Level 1 (Thousands of USD) | Level 2 (Thousands of USD) | Level 3 (Thousands of USD) | | :--- | :--- | :--- | :--- | :--- | | Assets: | | | | | | Available-for-Sale Investment Securities | 2,016,389 | 3,990 | 2,011,580 | 819 | | Equity Investments with Readily Determinable Fair Value | 4,317 | 4,317 | — | — | | Interest Rate Contracts | 62,351 | — | 62,351 | — | | Mortgage Banking Derivatives | 7 | — | 7 | — | | Other Derivatives | 409 | — | 409 | — | | Liabilities: | | | | | | Interest Rate Contracts | 63,903 | — | 63,903 | — | | Mortgage Banking Derivatives | 6 | — | 6 | — | | Other Derivatives | 11,310 | — | 11,297 | 13 | Assets Measured at Fair Value on a Nonrecurring Basis (As of March 31, 2024): | Category | Total Fair Value (Thousands of USD) | Level 3 (Thousands of USD) | | :--- | :--- | :--- | | Mortgage-Dependent Loans Receivable: | | | | CRE Loans | 5,095 | 5,095 | | C&I Loans | 13,924 | 13,924 | - Fair value measurements for loans receivable, servicing assets, and subordinated debentures primarily rely on unobservable inputs (Level 3) as of March 31, 2024162 16. Stockholders' Equity This section details the changes in stockholders' equity, including the impact of net income, comprehensive losses, and dividend payments, along with stock repurchase program information Stockholders' Equity Changes (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Beginning Balance | (204,738) | (230,857) | | Net Unrealized (Loss) Gain on Available-for-Sale Securities | (13,734) | 31,215 | | Net Unrealized Loss on Cash Flow Hedge Interest Rate Contracts | (8,186) | (5,938) | | Reclassification Adjustments | (2,931) | (1,738) | | Tax Impact | 7,311 | (6,939) | | Other Comprehensive (Loss) Income, Net of Tax | (17,540) | 16,600 | | Ending Balance | (222,278) | (214,257) | - Total stockholders' equity was $2.112 billion as of March 31, 2024, a decrease of $9 million from $2.121 billion as of December 31, 2023165273 - The company did not repurchase any shares in Q1 2024 and had $35.3 million remaining under its stock repurchase program authorization166274 17. Stock-Based Compensation This section describes the company's stock-based compensation plans, including grants of restricted stock and performance units, and associated compensation expenses - As of March 31, 2024, 96,233 shares remained available for future grants, excluding 150,000 shares reserved for new hire incentives172 Restricted Stock and Performance Unit Activity (For the Three Months Ended March 31, 2024): | Metric | Number of Shares | Weighted-Average Grant Date Fair Value (USD) | | :--- | :--- | :--- | | Unvested Balance at Beginning of Period | 2,043,621 | 12.09 | | Granted | 34,634 | 15.49 | | Vested | (771,422) | 12.82 | | Forfeited | (70,622) | 15.04 | | Unvested Balance at End of Period | 1,236,211 | 11.56 | - Stock-based compensation expense was $2.7 million for the three months ended March 31, 2024, with a total fair value of $8.5 million for vested restricted stock and performance units175 - Unrecognized compensation cost for restricted stock and performance units was $8.5 million as of March 31, 2024, expected to be recognized over a weighted-average vesting period of 1.45 years176 18. Regulatory Matters This section confirms the company's and its bank's compliance with regulatory capital requirements, noting capital ratios exceed minimum thresholds - As of March 31, 2024, the company and the Bank's capital ratios exceeded all regulatory minimum capital ratios, including the capital conservation buffer179 - The company has elected to use a five-year transition period to phase in the cumulative impact of the CECL methodology on regulatory capital180 Company and Bank Regulatory Capital Ratios (As of March 31, 2024): | Capital Ratio | Company Actual Ratio (%) | Bank Actual Ratio (%) | Bank "Well Capitalized" Requirement (%) | | :--- | :--- | :--- | :--- | | Common Equity Tier 1 Capital Ratio | 12.47 | 12.99 | 6.50 | | Tier 1 Capital Ratio | 13.17 | 12.99 | 8.00 | | Total Capital Ratio | 14.19 | 14.01 | 10.00 | | Leverage Capital Ratio | 10.42 | 10.27 | 5.00 | 19. Revenue Recognition This section explains the company's revenue recognition policies for non-interest income, such as deposit account service fees and wire transfer fees - ASU 2014-09 (Topic 606) does not apply to revenue from financial instruments but applies to noninterest income such as deposit-related fees and wire transfer fees184 Deposit Account Service Fees and Wire Transfer Fees (For the Three Months Ended March 31, 2024 and March 31, 2023): | Category | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Total Noninterest-Bearing Deposit Account Income | 2,560 | 2,197 | | Interest-Bearing Deposit Account Monthly Service Fees | 27 | 24 | | Total Deposit Account Service Fees | 2,587 | 2,221 | | Wire Transfer Fee Income | 263 | 406 | | Foreign Exchange Fees | 549 | 367 | | Total Wire Transfer Fees | 812 | 773 | 20. Subsequent Events This section discloses significant events occurring after the reporting period, specifically the merger agreement with Territorial Bancorp Inc - On April 26, 2024, the company entered into a merger agreement with Territorial Bancorp Inc187 - Territorial shareholders will receive 0.8048 shares of company common stock for each share of Territorial common stock187 - The transaction is expected to close in late 2024, with Territorial Savings Bank continuing to operate as a division of Bank of Hope188 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's detailed analysis of Hope Bancorp, Inc.'s financial condition and operating results for the three months ended March 31, 2024, highlighting key performance drivers and financial trends GENERAL This section provides a general overview of Hope Bancorp, Inc. and its primary subsidiary, Bank of Hope, detailing their operations and business model - Hope Bancorp, Inc. is the holding company for Bank of Hope, with $18.09 billion in total assets as of March 31, 2024, headquartered in Los Angeles192 - Bank of Hope operates 48 full-service branches and loan production offices across multiple states and a representative office in Seoul, Korea, offering comprehensive consumer and commercial banking products and services193 - The company's primary business involves earning interest from loans and investment securities, funded mainly by deposits and borrowings194 Selected Financial Data This section presents key financial metrics and ratios for the reporting periods, offering a snapshot of the company's performance and financial health Selected Financial Data (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Net Income (Thousands of USD) | 25,864 | 39,121 | | Diluted Earnings Per Share (USD) | 0.21 | 0.33 | | Return on Average Assets (%) | 0.54 | 0.82 | | Return on Average Stockholders' Equity (%) | 4.87 | 7.65 | | Net Interest Margin (%) | 2.55 | 3.02 | | Efficiency Ratio (%) | 68.79 | 61.26 | | Allowance for Credit Losses to Loans Receivable (%) | 1.16 | 1.09 | | Nonaccrual Loans to Loans Receivable (%) | 0.43 | 0.52 | | Nonperforming Assets to Total Assets (%) | 0.59 | 0.39 | Non-GAAP Financial Measurements This section provides a reconciliation and discussion of non-GAAP financial measures used by management to evaluate the company's performance Non-GAAP Financial Measurements (As of March 31, 2024 and March 31, 2023): | Metric | March 31, 2024 (Thousands of USD) | March 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Tangible Common Equity (TCE) | 1,644,286 | 1,588,852 | | Tangible Assets | 17,620,230 | 20,099,156 | | TCE Per Share (USD) | 13.63 | 13.26 | | TCE Ratio (%) | 9.33 | 7.91 | | Return on Average Tangible Equity (Annualized, %) | 6.24 | 9.93 | Results of Operations This section analyzes the company's operating performance, focusing on net income, net interest income, noninterest income, and expenses for the reporting period Overview This section provides a high-level summary of the company's net income and diluted earnings per share for the quarter, noting key drivers of change Net Income Overview (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | Year-over-Year Change (%) | | :--- | :--- | :--- | :--- | | Net Income | 25,900 | 39,100 | (33.9) | | Diluted Earnings Per Share (USD) | 0.21 | 0.33 | (36.4) | Net Interest Income and Net Interest Margin This section analyzes the components of net interest income and net interest margin, detailing the impact of interest rates on assets and liabilities Net Interest Income and Net Interest Margin (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Net Interest Income Before Provision for Credit Losses (Thousands of USD) | 115,000 | 133,900 | (14.1)% | | Net Interest Margin (%) | 2.55 | 3.02 | (47) bps | | Weighted-Average Yield on Loans (%) | 6.25 | 5.75 | 50 bps | | Weighted-Average Yield on Investment Securities (%) | 3.13 | 2.73 | 40 bps | | Weighted-Average Yield on Interest-Bearing Cash and Deposits (%) | 5.41 | 4.22 | 119 bps | | Weighted-Average Cost of Deposits (%) | 3.36 | 2.37 | 99 bps | | Weighted-Average Cost of FHLB and FRB Borrowings (%) | 4.27 | 4.02 | 25 bps | - Floating-rate loans constituted 45% of the loan portfolio as of March 31, 2024206 - The weighted-average rate on new loan originations in Q1 2024 was 8.27%, up from 7.53% in Q1 2023206 Provision for Credit Losses This section discusses the provision for credit losses, explaining changes due to loan portfolio adjustments and specific credit events Provision for Credit Losses (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | Year-over-Year Change (Thousands of USD) | | :--- | :--- | :--- | :--- | | Total Provision for Credit Losses | 2,600 | 3,320 | (720) | | (Recovery of) Provision for Unfunded Loan Commitments | (1,000) | 1,600 | (2,600) | | Provision for Loan Credit Losses | 3,600 | 1,700 | 1,900 | - The allowance for credit losses coverage ratio was 1.16% of loans receivable as of March 31, 2024, up from 1.09% as of March 31, 2023220 Noninterest Income This section details the components of noninterest income, highlighting changes in revenue streams such as SBA loan sales and service fees Noninterest Income Composition (For the Three Months Ended March 31, 2024 and March 31, 2023): | Category | 2024 (Thousands of USD) | 2023 (Thousands of USD) | Year-over-Year Change (%) | | :--- | :--- | :--- | :--- | | Deposit Account Service Charges | 2,587 | 2,221 | 16.5 | | International Service Fees | 1,035 | 1,088 | (4.9) | | Wire Transfer Fees | 812 | 773 | 5.0 | | Swap Fees | 143 | 42 | 240.5 | | Net Gains on SBA Loan Sales | — | 2,225 | (100.0) | | Net Gains on Residential Mortgage Loan Sales | 73 | 64 | 14.1 | | Other Income and Fees | 3,636 | 4,565 | (20.4) | | Total Noninterest Income | 8,286 | 10,978 | (24.5) | - The company did not sell any SBA guaranteed loans in Q1 2024, compared to $40.7 million in sales and $2.2 million in net gains in Q1 2023222 - Other income and fees in Q1 2023 included $500,000 in investment service fees and $236,000 in debt extinguishment gains, which did not recur in the current quarter224 Noninterest Expense This section analyzes noninterest expenses, focusing on changes in compensation, occupancy costs, and other operating expenditures Noninterest Expense Composition (For the Three Months Ended March 31, 2024 and March 31, 2023): | Category | 2024 (Thousands of USD) | 2023 (Thousands of USD) | Year-over-Year Change (%) | | :--- | :--- | :--- | :--- | | Salaries and Employee Benefits | 47,836 | 57,169 | (16.3) | | Occupancy Expense | 6,786 | 7,521 | (9.8) | | Furniture and Equipment | 5,340 | 5,058 | 5.6 | | Data Processing and Communications | 2,990 | 2,822 | 6.0 | | Professional Fees | 2,518 | 1,543 | 63.2 | | Amortization of Affordable Housing Partnership Investments | 2,134 | 1,716 | 24.4 | | FDIC Assessment Expense | 2,926 | 1,781 | 64.3 | | FDIC Special Assessment | 1,000 | — | 100.0 | | Earned Interest Credit | 5,834 | 4,427 | 31.8 | | Restructuring Costs | 143 | — | 100.0 | | Merger-Related Costs | 1,044 | — | 100.0 | | Other | 6,288 | 6,697 | (6.1) | | Total Noninterest Expense | 84,839 | 88,734 | (4.4) | - Salaries and employee benefits decreased by $9.3 million, reflecting cost savings from a reduction in full-time equivalent employees from 1,467 to 1,227 following 2023 restructuring227 - FDIC assessment expense increased due to industry-wide assessment rate increases and a $1.0 million FDIC special assessment228 - Merger-related costs of $1.0 million were primarily associated with the merger agreement with Territorial Bancorp, Inc230 Provision for Income Taxes This section discusses the income tax provision and effective tax rate, including the impact of tax credits from affordable housing investments Income Tax Data (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (Thousands of USD) | 2023 (Thousands of USD) | | :--- | :--- | :--- | | Income Before Income Tax Provision | 35,900 | 52,800 | | Income Tax Provision | 10,000 | 13,700 | | Effective Tax Rate (%) | 27.94 | 25.91 | - Tax credits related to affordable housing partnership investments amounted to approximately $2.1 million in Q1 2024, reducing the tax provision232 Financial Condition This section provides an in-depth analysis of the company's balance sheet, including assets, liabilities, and equity, and their respective changes Cash and Cash Equivalents This section details the company's cash and cash equivalents, explaining significant changes due to financing activities Cash and Cash Equivalents (As of March 31, 2024 and December 31, 2023): | Metric | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 1,190,000 | 1,930,000 | - The decrease in cash and cash equivalents primarily reflects the repayment of $1.0 billion in FRB Bank Term Funding Program (BTFP) borrowings during the quarter236 Investment Securities Portfolio This section describes the company's investment securities portfolio, including unrealized gains and losses and credit impairment assessments Investment Securities Portfolio (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Available-for-Sale Investment Securities (AFS) | 2,020,000 | 2,150,000 | | Held-to-Maturity Investment Securities (HTM) | 261,600 | 263,900 | | Net Unrealized Losses on AFS Securities | (298,500) | (284,700) | - The company performed a credit analysis on investment securities in an unrealized loss position and found no credit loss allowance was required239 Equity Investments This section details the company's equity investment holdings, including those with and without readily determinable fair values Equity Investments (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Total Equity Investments | 43,900 | 43,800 | | Equity Investments with Readily Determinable Fair Value | 4,300 | 4,400 | | Equity Investments without Readily Determinable Fair Value | 39,600 | 39,400 | - Equity investments without readily determinable fair value include $38.2 million in CRA investments, $1.0 million in CDFI investments, and $370,000 in banker's bank stock242 Loans Held For Sale This section provides information on loans held for sale, including their composition and sales activity during the period Loans Held For Sale (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Total Loans Held For Sale | 2,800 | 3,400 | | CRE Loans | 2,300 | 2,300 | | Residential Mortgage Loans | 476 | 1,100 | - The company sold $6.2 million in residential mortgage loans during Q1 2024244 Loans Receivable This section analyzes the composition and changes in the company's loan portfolio, including commercial real estate, commercial and industrial, and residential mortgage loans Loan Portfolio Composition (As of March 31, 2024 and December 31, 2023): | Loan Category | March 31, 2024 (Thousands of USD) | % of Total | December 31, 2023 (Thousands of USD) | % of Total | | :--- | :--- | :--- | :--- | :--- | | CRE Loans | 8,707,673 | 64 | 8,797,884 | 64 | | C&I Loans | 4,041,063 | 29 | 4,135,044 | 30 | | Residential Mortgage Loans | 936,035 | 7 | 883,687 | 6 | | Consumer and Other Loans | 34,407 | — | 37,004 | — | | Total Loans Receivable | 13,719,178 | 100 | 13,853,619 | 100 | - The decrease in total loans receivable was primarily due to reductions in CRE and C&I loans, partially offset by an increase in residential mortgage loans245 Loan Commitments and Letters of Credit (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Commitments to Extend Credit | 2,105,176 | 2,274,239 | | Standby Letters of Credit | 132,811 | 132,132 | | Other Commercial Letters of Credit | 30,645 | 51,983 | | Total | 2,268,632 | 2,458,354 | Nonperforming Assets This section details the company's nonperforming assets, including nonaccrual loans and past due loans, and their impact on asset quality Nonperforming Asset Composition (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Nonaccrual Loans | 59,526 | 45,204 | | Loans 90 Days or More Past Due and Still Accruing | 47,290 | 261 | | Total Nonperforming Loans | 106,816 | 45,465 | | OREO | — | 63 | | Total Nonperforming Assets | 106,816 | 45,528 | Nonperforming Asset Ratios (As of March 31, 2024 and December 31, 2023): | Ratio | March 31, 2024 (%) | December 31, 2023 (%) | | :--- | :--- | :--- | | Nonaccrual Loans to Loans Receivable | 0.43 | 0.33 | | Nonperforming Loans to Loans Receivable | 0.78 | 0.33 | | Nonperforming Assets to Total Assets | 0.59 | 0.24 | - The increase in nonperforming assets was primarily driven by a single commercial real estate loan relationship comprising three loans, which are fully collateralized and subject to sales agreements247 Allowance for Credit Losses This section discusses the allowance for credit losses, its coverage ratio, and the factors influencing its changes during the period Allowance for Credit Losses (ACL) (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | CRE Loans | 90,823 | 93,940 | | C&I Loans | 55,465 | 51,291 | | Residential Mortgage Loans | 11,942 | 12,838 | | Consumer and Other Loans | 528 | 625 | | Total | 158,758 | 158,694 | | ACL to Loans Receivable (%) | 1.16 | 1.15 | - The increase in ACL was primarily due to increases in ACL for C&I and residential mortgage loans, partially offset by a decrease in ACL for CRE loans due to lower balances252 Net Loan Charge-off Rate (For the Three Months Ended March 31, 2024 and March 31, 2023): | Metric | 2024 (%) | 2023 (%) | | :--- | :--- | :--- | | Net Loan Charge-offs to Average Loans (Annualized) | 0.10 | 0.00 | Investments in Affordable Housing Partnerships This section details the company's investments in affordable housing partnerships, including their book value and associated commitments Investments in Affordable Housing Partnerships (As of March 31, 2024 and December 31, 2023): | Metric | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Investment Amount | 52,300 | 54,500 | | Committed Investment Amount | 20,700 | 21,000 | OREO This section provides information on other real estate owned (OREO), including changes due to sales and new transfers Other Real Estate Owned (OREO), Net (As of March 31, 2024 and December 31, 2023): | Metric | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | OREO, Net | 0 | 63 | - The company sold an OREO property with a book value of $63,000 during the quarter, with no new loans transferred to OREO257 Deposits, Borrowings, and Convertible Notes This section details the company's funding sources, including deposits, FHLB and FRB borrowings, and convertible notes, and their respective changes Deposit Composition (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Total Deposits | 14,753,417 | 14,753,753 | | Noninterest-Bearing Demand Deposits (%) | 24.7 | 26.5 | | Time Deposits (%) | 39.3 | 40.5 | | Interest-Bearing Money Market, NOW, and Savings Deposits (%) | 36.0 | 33.0 | - Brokered deposits were $1.42 billion, and California State Treasurer deposits were $300 million as of March 31, 2024260 Borrowings and Convertible Notes (As of March 31, 2024 and December 31, 2023): | Category | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Total Borrowings | 795,600 | 1,800,000 | | FHLB Borrowings | 100,000 | 100,000 | | FRB Borrowings | 695,600 | 1,700,000 | | Convertible Notes, Net | 444 | 444 | | Subordinated Debentures | 108,100 | 107,800 | - Total borrowings decreased significantly due to the repayment of $1.0 billion in FRB Bank Term Funding Program (BTFP) borrowings263 Off-Balance-Sheet Activities and Contractual Obligations This section describes the company's off-balance-sheet activities and contractual obligations, including loan commitments and derivative instruments - The company's off-balance-sheet activities include commitments to extend credit, standby letters of credit, interest rate swap contracts, foreign exchange contracts, and risk-sharing agreements268269270 - The company does not anticipate that its off-balance-sheet activities will have a material adverse effect on future operating results or financial condition272 Stockholders' Equity and Regulatory Capital This section details changes in stockholders' equity and confirms the company's compliance with regulatory capital requirements Stockholders' Equity (As of March 31, 2024 and December 31, 2023): | Metric | March 31, 2024 (Thousands of USD) | December 31, 2023 (Thousands of USD) | | :--- | :--- | :--- | | Total Stockholders' Equity | 2,112,270 | 2,121,243 | | Increase in Accumulated Other Comprehensive Loss | (17,500) | (9,000) | | Dividends Paid | (16,800) | (16,800) | | Net Income | 25,900 | 25,900 | | Increase in Stock-Based Compensation | 479 | 479 | - The company did not repurchase any shares in Q1 2024 and had $35.3 million remaining under its stock repurchase program authorization274 Bank Regulatory Capital Ratios (As of March 31, 2024 and December 31, 2023): | Capital Ratio | March 31, 2024 (%) | December 31, 2023 (%) | "Well Capitalized" Requirement (%) | | :--- | :--- | :--- | :--- | | Common Equity Tier 1 Capital Ratio | 12.99 | 12.75 | 6.50 | | Tier 1 Capital Ratio | 12.99 | 12.75 | 8.00 | | Total Capital Ratio | 14.01 | 13.71 | 10.00 | | Leverage Capital Ratio | 10.27 | 9.94 | 5.00 | Liquidity Management This section outlines the company's liquidity management strategy, sources of liquidity, and assessment of its ability to meet financial obligations - The company's liquidity management aims to optimize earnings while maintaining adequate liquidity and an acceptable level of interest rate risk exposure278 - As of March 31, 2024, total borrowing capacity, cash and cash equivalents, and unpledged securities amounted to $7.69 billion, with $5.07 billion in available borrowing capacity280 - The company believes its liquidity sources are sufficient to meet all reasonably foreseeable short-term and intermediate-term needs280 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section provides quantitative and qualitative disclosures regarding the company's exposure to market risks, primarily focusing on interest rate risk Interest Rate Risk This section describes the company's approach to managing interest rate risk, which arises from mismatches in the repricing of interest-sensitive assets and liabilities - Interest rate risk is the most significant market risk affecting the company, arising when interest-sensitive assets and liabilities reprice at different times or in different amounts283 - The Asset/Liability Management (ALM) Committee regularly monitors interest rate risk to mitigate the sensitivity of earnings to interest rate fluctuations284 Interest Rate Sensitivity This section presents the results of interest rate sensitivity analyses, including the impact of hypothetical rate changes on net interest income and economic value - The company uses net interest income simulation modeling and economic value analysis to monitor interest rate risk, assessing sensitivity to various interest rate scenarios285286 Impact of Parallel Interest Rate Shifts on Net Interest Income and Economic Value (As of March 31, 2024 and March 31, 2023): | Hypothetical Rate Change | Estimated Net Interest Income Sensitivity as of March 31, 2024 (%) | Economic Value Volatility as of March 31, 2024 (%) | Estimated Net Interest Income Sensitivity as of March 31, 2023 (%) | Economic Value Volatility as of March 31, 2023 (%) | | :--- | :--- | :--- | :--- | :--- | | +300 bps | 0.80 | (19.70) | 16.00 | (7.30) | | +100 bps | 0.60 | (5.90) | 5.20 | (1.50) | | -100 bps | (2.10) | 2.70 | (5.40) | 0.20 | | -300 bps | (6.80) | 2.30 | (16.60) | (5.00) | Item 4. CONTROLS AND PROCEDURES This section details management's assessment of the effectiveness of the company's disclosure controls and procedures and any changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section confirms management's assessment of the effectiveness of the company's disclosure controls and procedures as of the reporting date - As of March 31, 2024, the company's management evaluated and concluded that its disclosure controls and procedures were effective292 Changes in Internal Control over Financial Reporting This section reports on any material changes in the company's internal control over financial reporting during the quarter - There were no material changes in the company's internal control over financial reporting during the quarter ended March 31, 2024293 Part II - Other Information Item 1. LEGAL PROCEEDINGS This section discusses the company's involvement in legal proceedings and management's assessment of their potential financial impact - Total accrued loss contingencies for all legal claims were approximately $450,000 as of March 31, 2024, which management believes will not have a material adverse effect on the company's operating results or financial condition296 Item 1A. RISK FACTORS This section refers to the risk factors previously disclosed in the company's annual report, noting no material changes during the current period - Management identified no material changes to the risk factors discussed in the company's Annual Report on Form 10-K for the year ended December 31, 2023297 - Investors should carefully consider the risk factors discussed in the Annual Report, along with other unknown or immaterial risks that could materially affect the company's business, financial condition, operating results, and stock price297 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section reports on any unregistered sales of equity securities and the status of the company's authorized stock repurchase program - The company did not engage in any unregistered sales of equity securities during the three months ended March 31, 2024299 - A stock repurchase program authorized in January 2022 for up to $50 million of common stock had $35.3 million remaining as of March 31, 2024, with no repurchases made during the quarter300301 Item 3. DEFAULTS UPON SENIOR SECURITIES This section confirms the absence of any defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the quarter302 Item 4. MINE SAFETY DISCLOSURES This section states that mine safety disclosures are not applicable to the company's operations - Not applicable303 Item 5. OTHER INFORMATION This section reports on any adoption or termination of Rule 10b5-1 trading arrangements by directors or officers during the quarter - No directors or officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2024304 Item 6. EXHIBITS This section lists all exhibits filed with the quarterly report, including certifications and XBRL taxonomy files - This section lists all exhibits filed with the quarterly report, including CEO and CFO Sarbanes-Oxley Act certifications and XBRL taxonomy files305307 INDEX TO EXHIBITS This section provides a comprehensive list of all exhibits included in the quarterly report, detailing their descriptions and types Index to Exhibits: | Exhibit Number | Description | | :--- | :--- | | 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | Instance Document (the XBRL tags are embedded within the Inline XBRL document) | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | SIGNATURES This section contains the official signatures of the company's principal executive and financial officers, certifying the quarterly report - This quarterly report was duly signed on May 7, 2024, by Kevin S. Kim, Chairman, President, and Chief Executive Officer, and Julianna Balicka, Executive Vice President and Chief Financial Officer of Hope Bancorp, Inc309311
Hope Bancorp(HOPE) - 2024 Q1 - Quarterly Report